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CORPORATE STRUCTURE
9 Months Ended
Jun. 30, 2021
Corporate Structure  
CORPORATE STRUCTURE

NOTE B – CORPORATE STRUCTURE

The Company is a Delaware corporation. On February 25, 2021, Magyar Bancorp, MHC (the “MHC”), the former parent mutual holding company of Magyar Bancorp, Inc., adopted a Plan of Conversion and Reorganization (the “Plan”) pursuant to which the MHC would undertake a “second-step” conversion and Magyar Bank, the Company’s wholly owned subsidiary, will reorganize from the two-tier mutual holding company structure to the fully-public stock holding company structure.

Pursuant to the Plan, (i) the shares of the Company’s common stock held by persons other than the MHC (the shares held by the MHC were canceled) were converted into new shares of the Company’s common stock based on an exchange ratio designed to preserve the percentage ownership interests of such persons (excluding shares of Company common stock purchased in the stock offering described below and cash received in lieu of issuance of fractional shares of Company common stock, and as adjusted to reflect certain assets held by the MHC), and (ii) the Company offered and sold shares of common stock, representing the ownership interest of the MHC in the Company, in a subscription offering. The number and price of shares of Company common stock sold in the offering and the exchange ratio were be based on the Company’s pro forma market value on a fully converted basis, as determined by an independent appraisal.

The Plan was subject to regulatory approval as well as approval by the depositors of the Magyar Bank and by the Company’s stockholders (including approval by the holders of a majority of the outstanding shares of the Company’s common stock held by persons other than the MHC). The Plan received all required regulatory, depositor and stockholder approval, and the conversion and offering were consummated on July 14, 2021.

In connection with the Conversion, the Company amended its certificate of incorporation to increase the number of authorized shares of its common stock and to add a provision generally requiring any direct or derivative action brought against or on behalf of the Company to be brought in state or federal court in the state of Delaware.

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The Conversion was consummated through the merger of the MHC into the Company which occurred on July 14, 2021. In the Conversion offering, the Company raised gross proceeds of $39.1 million by selling 3,910,000 shares of common stock at $10.00 per share. Because the conversion offering was oversubscribed by eligible depositors, the Bank’s Employee Stock Ownership Plan (“ESOP”) was unable to purchase shares in the offering. As a result, the Company intends to use a portion of the proceeds to fund a loan to ESOP for the ESOP’s acquisition of up to 312,800 shares of the Company’s common stock in the open market.

Concurrent with the completion of the stock offering, each share of the Company’s common stock owned by public stockholders (stockholders other than the MHC) was exchanged for 1.2213 shares of new Company common stock. A total of 7,098,070 shares of common stock (subject to adjustment pursuant to cash being issued in lieu of fractional shares) were outstanding following the completion of the stock offering.